Cian Healthcare Ltd Directors Report

To

The Members / Shareholders,

1. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

This is to apprise the members that Cian Healthcare Limited ("the Company/ Corporate Debtor") is under Corporate Insolvency Resolution Process ("CIRP") under the provisions of the Insolvency and Bankruptcy Code, 2016 ("IBC, 2016") . The application for Corporate Insolvency Resolution Proceedings ("CIRP") was initiated by Shreeji Pharmachem ("the Operational Creditor") under Section 9 of the Insolvency Bankruptcy Code ("IBC, 2016"), against the Company in June, 2024 and the same was admitted vide an order passed by the Honble National Company Law Tribunal ("NCLT Bench"), Mumbai Bench dated June 11, 2024 under the provisions of the Insolvency and Bankruptcy Code 2016 ("Code / IBC") and appointed Mr. Roshen Chordiya having IBBI Registration No.: IBBI/IPA-001/IP-P02840/2023-2024/14347 as Interim Resolution Professional ("IRP") of the company. Further, the company made a settlement with the Operational Creditor and an application of withdrawal of CIRP was filed by Mr. Roshen Chordiya, the IRP. On June 20, 2024, the Bench was satisfied that the matter is settled between the parties before the constitution of Committee of Creditors ("COC"), admitted the withdrawal of insolvency proceedings against the company. However, the Mumbai Bench, on receipt of an application filed to set aside the order dated June 20, 2024 on the grounds that the Corporate Debtor ("the Company") had violated the terms of settlement and had continued the default passed and restored the CIRP against the company with effect from June 11, 2024 vide order dated August 14, 2024.

Later, the IRP prayer for deferment of CIRP commencement date with effect from August 14, 2024 and also declare the timelines for CIRP to commence from this date. Mr. Roshen Chordiya ("IRP") was subsequently confirmed and appointed as Resolution Professional ("RP") by Committee of Creditors ("COC"), in their meeting held on February 12 th , 2025. Mr. Roshen Chordiya, in his capacity as RP, has taken control and custody of the management and operations of the company with effect from August 14, 2024.

During the continuation of Corporate Insolvency Resolution Process ("CIRP"), the Resolution Professional announced, the last date for submission of the Resolution Plan by the Prospective Resolution Applicants ("PRA") was March 25, 2025. On March 28, 2025, the Committee of Creditors in its 11 th meeting considered and casted their votes on the resolution plans received by the PRAs and the same was unanimously approved by the CoC with requisite voting share on May 9, 2025. Further, the Resolution Plan has been submitted before the Honble National Company Law Tribunal, Mumbai Bench ("the NCLT") by the Resolution Professional of the Company, Mr. Roshen Chordiya, through e-filing portal along with requisite fees on May 23, 2025 for its consideration and approval in accordance with the section 30(6) and section 31(1) of the Insolvency and Bankruptcy Code, 2016 read with regulation 39 of IBBI (Insolvency Resolution Process For Corporate Person) Regulation, 2016.

Recently at the hearing held on November 6, 2025 the NCLT has reserved the application for approval of the resolution plan submitted by Mr. Pradeep Kumar Jain (" Successful Resolution Applicant ") and has marked the matter as reserved for Order in CP No. (IB)/149(MB)2022. The final order copy of the approval of resolution plan by the NCLT is still awaited.

Cian Healthcare Limited

Further recently on April 28, 2025 the Wholly Owned Subsidiary of the company, "DR SMITHS BIOTECH PRIVATE LIMITED (CIN: U24246PN2015PTC154818)" has also been admitted vide order passed by The Honble National Company Law Tribunal ("NCLT Bench"), Mumbai Bench, VI under CIRP on application filed by Small Industries Development Bank of India (SIDBI) (The "Financial Creditor") under section 7 of The Insolvency and Bankruptcy Code, 2016.

Further, heres a summary of the flow of events:

SR NO DATE OF EVENT	PARTICULARS	STATUS
1 June 11, 2024	Application for initiation of CIRP against the company filed by Shreeji Pharmachem (\u201cthe Operational Creditor\u201d) was admitted vide an order passed by the Hon\u2019ble National Company Law Tribunal (\u201cNCLT Bench\u201d), Mumbai Bench VI	UNDER CIRP (11 th June 2024 to 19 th June 2024)
2 June 20, 2024	Settlement with the operation creditor was executed and application for withdrawal was filed with the NCLT.	Restoration and functioning as active listed company out of CIRP (20 th June 2024 to 14 th August 2024) UNDER CIRP
3 August 14,2024	Restoration of CIRP proceedings against the company due to breach of terms of settlement w.e.f 11 th June 2024	(14 th August 2024 to ongoing till date)
	Application for initiation of CIRP against the Wholly Owned Subsidiary Company (DR SMITHS BIOTECH PRIVATE LIMITED) filed by Small Industries	DR SMITHS BIOTECH
4 April 28, 2025	Development Bank of India (SIDBI) (\u201cthe Financial Creditor\u201d) was admitted vide an order passed by the Hon\u2019ble National Company Law Tribunal (\u201cNCLT Bench\u201d), Mumbai Bench VI E-voting and approval of Resolution Plan by the CoC submitted by the PRA	(Under CIRP since 28 th April 2025 till date) Approval of Resolution Plan by CoC
5 May 9, 2025	Resolution Plan has been submitted before the Hon\u2019ble National Company Law Tribunal, Mumbai Bench (\u201cthe NCLT\u201d) by the Resolution Professional of the	Submission of Resolution
6 May 23, 2025	Company, Mr. Roshen Chordiya, through e-filing portal along with requisite fees on May 23, 2025 for its consideration and approval. The NCLT has reserved the application for approval of the resolution plan submitted by Mr. Pradeep Kumar	Plan to the NCLT by the RP The final order copy of the
November 6, 7 2025	Jain (\u201c Successful Resolution Applicant \u201d) and has marked the matter as reserved for Order in CP No. (IB)/149(MB)2022.	approval of resolution plan by the NCLT is still awaited.

2. FINANCIAL HIGHLIGHTS:

The Resolution Professional hereby presents the 22 nd Annual Report of CIAN HEALTHCARE LIMITED (CIN: L24233PN2003PLC017563) together with the Audited Financial Statements for the financial year ended as on 31 st March, 2025.

(Amount in Lakhs)

	2024-25	2023-24	2024-25	2023-24
Particulars	(Standalone)	(Standalone)	(Consolidated)	(Consolidated)
Revenue from business
	3,088.23	5,874.89	3,079.84	6,169.55
operation
Other Income	25.27	106.08	26.82	44.07
Total Income	3,113.50	5,980.97	3,106.66	6,213.62
Operating profit before
depreciation, Finance
	(1,206.62)	-	(2,104.82)	1,130.43
Cost, Exceptional Item and
Tax (EBITDA)
Less: Depreciation &
	260.61	368.19	439.12	578.96
Amortization expenses
Less: Finance Cost	203.96	472.76	291.54	546.66
Less: Exceptional Item	(1,225.37)	-	(1,225.37)	(0,20)
Profit before tax	(1,967.42)	1.26	(2,599.53)	5.21
Less: Current Tax
	-	0.20	-	-
Expenses
Less: Tax expense relating
	(3.87)	(18.93)	-3.87	(18.93)
to prior years
Less: Deferred Tax
	2.10	(18.97)	2.10	(61.51)
Expenses
Net Profit for the year	(1,965.65)	38.96	(2,597.75)	84.86
Add: Other
	-	-	-	-
Comprehensive
Total Comprehensive
	-	-	-	-
Income
Paid up equity share
	2,499.58	2,499.58	2,499.58	2,499.58
capital
EPS (Equity Shares of
Rs. 10/- each) Basic &	(2.96)	0.16	(10.39)	0.34
Diluted (in Rs.)

3. BUSINESS OVERVIEW:

The company is engaged in manufacturing of multiple lines- tablets, capsules, soft gels, liquid orals, ointments/ creams & sachets, cosmetics. Our portfolio comprises of gynecology, haematinic, cardio- diabetic, orthopedic, pediatric, derma-cosmetic, and antibiotic, CNS, vitamins & nutrient products.

Products are developed at our centralized R &D, staffed with world class professionals who are in constant pursuit to develop differentiated products.

The company is also exporting its product to various countries viz Afghanistan, Benin, Bhutan, Bolivia, Cambodia, Sri Lanka, Myanmar and also enhance its production capacity by installing additional machinery for manufacturing variety of products.

The Company is also entering into new field of business of Manufacturing of Cosmetic products which is having huge market and demand in India.

4. PERFORMANCE REVIEW:

Subsequent to the Corporate Insolvency Resolution Process ("CIRP") commenced against the Company vide an order passed by Honble National Company Law Tribunal, Mumbai Bench ("NCLT") dated August 14, 2024, the operations of the Company have been affected due to the initiation of CIRP, however the company is still operative and has generated losses during the year

In FY 2024-25 , total revenue including other income stood at Rs.3,113.50 Lakhs as against Rs.5,980.97 Lakhs in FY 2023-24 . The Profit/(loss) before tax is Rs. (1,967.42) Lakhs in the FY 2024-25 as compared to Profit of Rs.1.26 Lakhs for the FY 2023-24 . The Profit/(loss) after tax stood at Rs.(1,965.65) Lakhs in the FY 2024-25 as compared to Profit of Rs. 38.96 Lakhs for the FY 2023-24.

5. PERFORMANCE OF THE SUBSIDIARIES OF THE COMPANY: DR. SMITHS BIOTECH PRIVATE LIMITED

It is pertinent to note that, the Honble National Company Law Tribunal, Mumbai Bench ("NCLT") admitted an application under Section 7 of the Insolvency Bankruptcy Code, 2016 ("IBC/ the Code") thereby initiating Corporate Insolvency Resolution Process ("CIRP") against DR. SMITHS BIOTECH PRIVATE LIMITED , a wholly owned subsidiary ("WOS") of Cian Healthcare Limited and as disclosed at note no 1 due to which the entire board of directors of the company are suspended and further the RP has taken over the charge of the company and due to changes in management, manpower and hurdles faced in data collation and handover and further subject to the time taken for formation of Committee of Creditors (COC) has delayed the preparation and disclosure of financial statements and performance details of the subsidiary company.

Further, in accordance with the aforesaid order, Ms. Megha Agarwal having IBBI registration no. IBBI/IPA-001/IP-P-01456/2018-2019/12272 has been appointed as the Interim Resolution Professional ("IRP") by the NCLT, to manage and take control of the affairs of the company during the CIRP as per the provisions of the IBC, 2016.

6. DIVIDEND:

The Resolution Professional appointed for the company Mr. Roshen Chordiya having IBBI Registration No.: IBBI/IPA-001/IP-P02840/2023-2024/14347 after holistically considering the financial position of the company and the future financial needs of the company and its current status under Insolvency and Bankruptcy Code, 2016 (IBC) do not find it feasible to declare any dividend and hence have decided not to declare any dividend for the financial year ended as on March 31, 2025.

7. TRANSFER TO RESERVE:

The Resolution professional do not propose to transfer any amount to the General Reserve. The amounts of net losses are carried to reserve & surplus account of the Company.

8. CHANGE IN THE NATURE OF BUSINESS:

During the year, the Company has not changed its business or object and continue to be in the same line of business as per the main object of the Company.

9. SHARE CAPITAL:

The issued, subscribed and paid-up equity share capital of the Company as on March 31, 2025 was Rs. 2499.57640 Lakhs comprising of 24995764 equity shares of Rs. 10/- each. Further there is no change in the share capital of the company.

10. MATERIAL CHANGES & COMMITEMENTS:

During the year-end review, the company has passed Special resolution for migration from BSE SME Listing Platform to Listing on Main Board of BSE Limited ("the Stock Exchange") and In-principle approval for migration has been received from BSE Limited 02 nd July, 2024 and the final migration application was in process.

However, subsequent to initiation of the Corporate Insolvency Resolution Process (CIRP) against the company, the company was not in compliance with the exchange checklist criteria of BSE Limited ("the Stock Exchange") and the in-principal approval accorded from BSE dated 02 nd July, 2024 stands withdrawn with immediate effect from 04 th February, 2025.

Further, as disclosed at point 1 the Corporate Insolvency Resolution Process (CIRP) has been initiated against the company and the power of the board of directors is suspended and the resolution professional Mr. Roshen Chordiya having IBBI Registration No.: IBBI/IPA-001/IP-P02840/2023-2024/14347 has taken over the control of the company in his capacity as a resolution professional. Further the material subsidiary of the company DR. SMITHS BIOTECH PRIVATE LIMITED has also been admitted under CIRP on 28 th April 2025 after the closure of the financial year ending as on March 31, 2025.

There were no other material changes apart from the above mentioned in the Company during the period under review.

11. BOARD OF DIRECTORS:

The company has complied with the provisions of The Companies Act, 2013 with regards to the composition of board of directors as and when the company was not under CIRP as disclosed at point no 1.

During this period none of the directors of the Company are disqualified under Section 164 (2) of the Companies Act, 2013.

Further as disclosed at point 1 on initiation of CIRP the powers of the management of the company have been vested with the Resolution professional in accordance with the provision of the IBC, 2016 and pursuant to the order passed by the Honble NCLT Mumbai Bench, VI hence the board is suspended from its powers.

In pursuance of Regulation 15 (2) read with (2A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") , the provisions as specified in regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), shall not be applicable to companies that are having its securities listed on SME exchange and companies that are undergoing Corporate Insolvency Resolution Process.

The role and responsibilities of the board of directors as specified under regulation 17 of SEBI (LODR) Regulations, 2015, shall be fulfilled by the interim resolution professional or resolution professional in accordance with Sections 17 and 23 of the Insolvency Code.

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act") for the period before initiation of CIRP (1st April 2024 to 11 th June 2024) is as follows

Sr. No.	DIN	Name of Director	Date of Appointment	Designation
1	01304850	Suraj Shriniwas Zanwar	07/01/2003	Managing Director
2	09716226	Sunil Kumar	03/09/2022	Independent Director
3	08466723	Santosh Shivaji Pimparkar	11/10/2023	Director
				Non-Executive
4	08502901	Paresh Arun Shah	25/08/2022
				Director
5	07268922	Swati Maheshwari	30/05/2022	Independent Director
6	05133085	Prateek Shriprakash Kulkarni	17/01/2024	Independent Director

Post Initiation of CIRP the management has been taken over by the Resolution Professional (RP) Mr. Roshen Chordiya having IBBI Registration No.: IBBI/IPA-001/IP-P02840/2023-2024/14347

Appointment of Directors:

It is pertinent to note that, there were no new directors appointed by the company during the financial year 2024-2025.

Resignation of Directors:

Sr. No.	DIN	Name of Director	Date of Resignation	Designation
1	07268922	Mrs. Swati Maheshwari	05/09/2024	Independent Director
2	05133085	Mr. Prateek Shriprakash Kulkarni	04/09/2024	Independent Director Non-Executive
3	08502901	Mr. Paresh Arun Shah	04/10/2024	Director

12. MEETING OF THE BOARD OF DIRECTORS AND DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Prior to the commencement of the Corporate Insolvency Resolution Process ("CIRP") against the company, the Board met at regular intervals to discuss and decide on Company / business policy and strategy apart from other business. The notice of Board Meetings were duly given to all the directors of the company.

Until the commencement of the CIRP, during the financial year the Board of Directors of the company have duly met for 3 times, in respect of which the meetings held, proper notices were given, and the proceedings were properly recorded and signed in the minutes book maintained for purpose.

However, a shorter notice of the Board meeting was issued for meetings held on 30 th September, 2024 and 05 th June, 2024 to all the Directors of the company.

The prior intimations regarding the Board meetings held during the financial year were given to the Stock exchange.

The meetings of the Board of Directors of the Company were held on 30.05.2024, 05.06.2024 and 12.07.2024

Composition of The Board of Directors and Key Managerial Personnel:

Following is the composition of the Board of Directors and Key Managerial Personnel of the Company as on 31 st March 2025:

S.NO	DIN/PAN	Name of Director	Date of Appointment	Designation	Status
1.	01304850	Suraj Shriniwas Zanwar	07/01/2003	Managing Director	Suspended under IBC
2.	09716226	Mr. Sunil Kumar	03/09/2022	Independent Director	Suspended under IBC
3.	08466723	Mr. Santosh Shivaji Pimparkar	11/10/2023	Director	Suspended under IBC -
4.	CDLPK0491H	Bhushan Ramesh Kulkarni	05/10/2024	Company Secretary	-
5.	BSBPC5322F	Kalyani Vijay Chordia	31/01/2025	Chief Financial Officer

During the year the CFO of the company Mr. Riyaz Khan resigned on 31 st January 2025 and CS Munjaji Dhumal resigned on 4 th October 2024 as a Company Secretary of the company.

13. INDEPENDENT DIRECTORS:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has Three Non-Promoter Non-Executive Independent Directors in line with the act. It is pertinent to note that, until the commencement of the CIRP dated 11.06.2024 and post commencement of the CIRP, the board stands suspended and hence no meeting of the independent directors was held during the financial year 2024-2025.

The Company has received necessary declaration from each director under Section 149(7) of the Act that they meet the criteria of independence laid down in Section 149 (6) of the Act.

14. PERFORMANCE EVALUATION:

The company being admitted under CIRP the powers of the board of directors are suspended and vested with the Resolution Professional who is conducting the day-to-day affairs of the company and hence the performance evaluation for the directors was not required.

No Separate meeting of Independent Directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors, due to the on-going CIRP against the company.

15. DIRECTOR RESPONSIBILITY STATEMENT:

Being under CIRP the existing board of directors of the company and their powers are suspended and the entire control over the management has been taken by the Resolution Professional (RP) and accordingly the resolution professional states that

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

(a) In the preparation of the annual accounts for the year ended March 31 st , 2025, the Company has followed the applicable accounting standards and there are no material departures from the same;

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31 st , 2025 and of the profit and loss of the Company for that period;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis; The company is required to be run as a going concern under CIRP.

(e) The Directors had laid down the internal financial Control and that internal financial Control are adequate and were operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

16. COMMITTEES OF THE BOARD:

As per the provision of the Companies Act, 2013, the Company has constituted following committees of the Board before initiation of CIRP against the company:

i. Audit Committee ii. Nomination and Remuneration Committee iii. Stakeholder Relationship Committee

However, pursuant to the commencement of the Corporate Insolvency Resolution Professional ("CIRP") against the company, the management and the board of directors stand suspended and all the functions, duties and control were taken over by the Resolution Professional, Mr. Roshen Chordiya.

It is pertinent to note that, until the commencement of the Corporate Insolvency Resolution Process ("CIRP") against the company and takeover of the management by the Resolution Professional, no Committee meetings of the Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee were held during the financial year 2024-2025 and the composition of the Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee before commencement of CIRP were as follows:

i. AUDIT COMMITTEE:

The Board of Director has constituted the Audit Committee as per the provision of Section 177 of the Companies Act, 2013.

		AUDIT COMMITTEE
Sr. No.	Name	Position	Designation
1.	Mrs. Swati Maheshwari	Chairman	Independent Director
2.	Mr. Suraj Shriniwas Zanwar	Member	Managing Director
3.	Mr. Sunil Kumar	Member	Independent Director

ii. NOMINATION & REMUNERATION COMMITTEE

The Board of Director has constituted Nomination & Remuneration Committee as per the provisions of Section 178 of the Companies Act, 2013.

The Composition Nomination & Remuneration Committee of are as follows:

NOMINATION & REMUNERATION COMMITTEE
Name	Position	Designation
Mrs. Swati Maheshwari	Chairman	Independent Director
Mr. Paresh Arun Shah	Member	Non-Executive Director
Mr. Sunil Kumar	Member	Independent Director

NOMINATION & REMUNERATION POLICY:

Nomination and Remuneration Policy before the commencement of the CIRP against the company as adopted by the board of directors is placed on the website of the company at www.cian.co and is annexed to this report as Annexure-A.

REMUNERATION TO DIRECTOR:

The details of remuneration/sitting fees paid during the financial year 2024-2025 to Executive Directors/ Directors of the Company is provided in Annual Return which is available on the website of Company www.cian.co.

iii. STAKEHOLDER RELATIONSHIP COMMITTEE:

The Board of Director has constituted Stakeholder Relationship Committee as per the provisions of Section 178 of the Companies Act, 2013 before the commencement of CIRP.

The Composition of Stakeholder Relationship Committee are as follows:

STAKEHOLDER RELATIONSHIP COMMITTEE
Sr. No. Name	Position	Designation
1. Mr. Paresh Arun Shah	Chairman	Non-Executive Director
2. Mr. Sunil Kumar	Member	Independent Director
3. Mrs. Swati Maheshwari	Member	Independent Director

17. WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Companies Act, 2013, the Company has adopted a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The Company had established a mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of our Code of Conduct and Ethics. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. Further on commencement of CIRP the reporting was handed over to the Resolution Professional.

We affirm that during the financial year 2024-25, no employee or director was denied access to the Resolution Professional.

18. DEPOSITS:

In terms of the provisions of Sections 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, the Company has not accepted any deposits during the year under review and as such, no amount of principal or interest was outstanding as on 31 st March, 2025.

19. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

During the year under review the company has not made any investments or advances any loans or given any guarantees falling within the purview of section 186 of The Companies Act, 2013.

20. ANNUAL RETURN:

Annual Return extract is in the accordance with Section 92 sub-section (3) of the Companies Act, 2013 read With Rule No. 12(l) of the Companies (Management and Administration (Rules 2014) the copy of Annual Return has been placed on the website of Company www.cian.co. The Member may follow web link for the same https://cian.co/annual-report/ and explore the drop-down option of Investor Relations Annual Report.

21. RELATED PARTY TRANSACTIONS:

During the financial year under review the Company has entered into the contract or arrangements Pursuance of the provisions of section 188(1) of the Companies Act 2013, the particulars of such transactions in prescribed Form No. AOC-2, has been annexed herewith as "Annexure B".

22. DIRECTORS REMUNERATION:

The details of remuneration/sitting fees paid during the financial year 2024-25 to Executive Directors/Directors of the Company is provided in Annual Return which is available on the website of Company www.cian.co.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNING AND OUTGO:

As required under section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo is as follows:

A. Conservation of Energy &Technology Absorption:

The Company is taking adequate steps to conserve the energy at all the levels and the Company is also implementing various measures for reduction in consumption of energy. The Disclosure of particulars with respect to Conservation of Energy has been attached herewith as in FORM A as "Annexure C" . There is no technology absorption during the year under review.

B. Foreign Exchange Earning & Outgo:

(Amount in Lakhs)

Particulars	FY 2024-25	FY 2023-24
Foreign Exchange Earning	397.48	1,079.27
Foreign Exchange Outgo	-	-

In todays economic environment, Risk Management is a very important part of business. The Company is exposed to inherent uncertainties owing to the sectors in-which it operates. A key factor in determining a companys capacity to create sustainable value is the risks that the company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a companys operating environment and they emerge on a regular basis. The Companys Risk Management processes focuses on ensuring that these risks are identified on a timely basis and addressed.

The Company also has a Risk Management Framework in place covering all critical areas of operation. This framework is reviewed periodically keeping in mind the business dynamics and external environment and provides the guidelines for managing the various risks across the business.

The Process of Risk Management include following steps:

1) Risk Identification and Impact Assessment 2) Risk Evaluation 3) Risk Reporting and Disclosures 4) Risk Mitigating and Monitoring

24. INTERNAL FINANCIAL CONTROL:

The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls. The Internal Auditor of the Company carries out review of the internal control systems and procedures. The internal audit reports are reviewed by Board.

The Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Companys internal controls over financial reporting was observed.

25. DISCLOSURE OF REMUNERATION:

Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, detail of ratio of the remuneration of each director to the median employees remuneration are appended to this report as "Annexure D".

There is no employee drawing remuneration of Rs. 8,50,000/- per month or Rs.1,02,00,000/- per year, therefore the particulars of employees as required u/s 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to the company.

Name of the top 10 employees in term of remuneration drawn in the Financials Year 2024-25:

A statement of Top-10 employees in terms of remuneration drawn as per rule 5(2) read with rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed with the report

" Annexure E".

26. CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is exempted from the applicability of Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 i.e. Corporate Governance Report.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report as "Annexure F".

28. AUDITORS:

STATUTORY AUDITOR:

Pursuant to the ongoing Corporate Insolvency Resolution Process ("CIRP"), the Committee of Creditors (CoC) have appointed M/s. S S R C A & CO., Chartered Accountants (FRN: 108726W), as the Statutory Auditors of the Company to hold officer for a period of 5 years till the conclusion of the Annual General Meeting to be held in the financial year 2028-29.

As required under Regulation 33(d) of the SEBI (LODR) Regulation, 2015 the Auditor has confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountant of India.

29. INTERNAL AUDITOR:

As per section 138 of the Companies Act, 2013, Mr. Roshen Chordiya, the Resolution Professional (RP) has appointed Chirag Sancheti and Associates as the internal auditors for conducting the internal audit for financial year 2024-25 as per the internal audit standards and regulations. The internal auditor reports their findings to the audit committee of the board. The audit function maintains its independence and objectivity while carrying out assignments. It evaluates on a continuous basis, the adequacy and effectiveness of internal control mechanism with interaction of KMP and functional staff.

30. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2019 your Company has appointed KNGC AND ASSOCIATES LLP, practicing Company Secretaries firm, Pune to conduct the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report is annexed herewith as "Annexure G" to this Report.

31. COST AUDITOR:

The company is trying to maintaining the Cost Records as specified by the Central Government under section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, and accordingly such accounts and records are made and maintained by the Company in full fledge form in near future as assured by the board. Further, the cost records are also audited by M/s Suraj Lahoti & Associates, Cost Auditors.

32. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN

THOSE REPORTABLE TO THE CENTRAL GOVERNMENT:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

During the Financial Year, the company has not received any cases regarding Fraud reporting required under Companies Amendment Act, 2015.

33. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment (POSH) at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the work place and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has always provided a congenial atmosphere for work to all the employees that is free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, color, marital status and sex.

The company is in process of constitution of Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The details of the cases during the year under review is as follows:

No. of Cases registered under POSH during FY 2024-25	No. of Cases Resolved as during FY 2024-25	No. Cases Pending as at 31-March-2025	No. Cases Pending as at 31-March-2025 for more than 90 days
0	0	0	0

34. GOING CONCERN STATUS:

There is a significant and material order passed during the year by the National Company Law Tribunal ("NCLT / tribunal") of initiating Corporate Insolvency Resolution Process (CIRP) under section 9 of the Insolvency Bankruptcy Code, 2016, filed by an Operational Creditor, Shreeji Pharmachem against the company. The details are mentioned in the Annual Report point 1 and also reiterated in the Notice of the AGM. Also as per the provisions of The Insolvency and Bankruptcy Code 2016 the company under CIRP is required to carry on its business as a going concern and hence the accounts of the company are also prepared on a going concern basis.

However, the above-mentioned case affected the Going Concern Status of the Company and its future operation.

35. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 are not applicable to the Company for the Financial Year under review.

36. SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES:

Companies which become to be Companys Subsidiary, Joint Venture or Associate Companies as per the provision of Companies Act, 2013 during the financial year 2024-25 are as per Annexure H.

Sr. No.	Name of Company	Nature	Percentage of Holding	Section
1.	Dr. Smith Biotech Private Limited	Wholly Owned Subsidiary	99.99%	2(87)

37. MAINTENANCE OF COST RECORDS:

The Provision of section 148 of the Companies Act, 2013 with respect to the maintenance of cost records and Cost Audit are applicable to the Company and company has maintained adequate record during the year under review and conducted Cost Audit for Financial Year 2023-24 and cost audit for financial year 2024-25 is under process as on date of this report.

38. COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS:

The Resolution Professional confirms that the secretarial standard, as applicable to the Company have been complied with.

39. MATERIAL ORDER BY TRIBUNAL OR OTHER REGULATORY BODY:

There is a significant/ material order passed during the year by the Honble National Company Law Tribunal, Mumbai (NCLT) impacting the going concern status of the Company or its future operation - details as mentioned under Para 1 "THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR" above.

40. COMPLIANCE CERTIFICATE FROM EITHER THE AUDITORS OR PRACTICING COMPANY SECRETARIES

REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (LODR) Regulations, 2015, since the company is listed on BSE SME Exchange, the provisions of Corporate Governance Report is not applicable to the company.

42. MATERNITY BENEFIT ACT COMPLIANCE:

The Company is in compliance with the Maternity Benefit Act 1961(The Act) and its amendment Act 2021 thereafter; in terms of the Maternity Benefit Compliances during the year under reviewed FY 2024-25

43. ACKNOWLEDGEMENT:

The Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, Government authorities and members during the year under review. The Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives.

44. CAUTIONARY NOTE:

The statements forming part of the Directors Report may contain certain forward-looking remarks within the meaning of applicable provisions of the Companies Act, 2013 and rules made there under. Many factors could cause the actual results, performances or achievements of the company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements. This Report should be read in conjuction with the financial statements included herein and the notes thereto.

BY THE ORDER OF THE SUSPENDED BOARD OF DIRECTORS / RESOULTION PROFESSIONAL FOR CIAN HEALTHCARE LIMITED

Sd/-	Sd/-
Suraj Shriniwas Zanwar	Roshen Chordiya
Managing Director	Insolvency Resolution Professional
DIN: 01304850	IBBI/IPA-001/IP-P02840/2023-2024/14347
Sd/-
Bhushan Kulkarni
Company Secretary
M No.: A59198
Date: 24.11.2025
Place: Pune